-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O+z5u8Gl7LJABDsHKIwjLjRC/VDDjxgpz1vG2W2izht2+EsP280sdCfSd2tGHQ3A OvqRZnzGH/ga0neGPusjHQ== 0001144204-05-030967.txt : 20051006 0001144204-05-030967.hdr.sgml : 20051006 20051006104518 ACCESSION NUMBER: 0001144204-05-030967 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20051006 DATE AS OF CHANGE: 20051006 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CYBER MERCHANTS EXCHANGE INC CENTRAL INDEX KEY: 0001066961 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 954597370 STATE OF INCORPORATION: CA FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-81029 FILM NUMBER: 051126464 BUSINESS ADDRESS: STREET 1: 600 S LAKE AVE STREET 2: STE 405 CITY: PASADENA STATE: CA ZIP: 91106 BUSINESS PHONE: 6267935000 FORMER COMPANY: FORMER CONFORMED NAME: WORLD WIDE MAGIC NET INC DATE OF NAME CHANGE: 19980727 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KI EQUITY PARTNERS II LLC CENTRAL INDEX KEY: 0001340755 IRS NUMBER: 870740285 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 5251 DTC PARKWAY STREET 2: SUITE 1090 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: 720 889 0131 MAIL ADDRESS: STREET 1: 5251 DTC PARKWAY STREET 2: SUITE 1090 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 SC 13D 1 v026821_sc13d.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D The Securities Exchange Act of 1934 CYBER MERCHANTS EXCHANGE, INC. ------------------------------ (Name of Issuer) Common Stock, No Par Value -------------------------- (Title Class of Securities) 23244R 20 7 ----------- (CUSIP Number) KI Equity Partners II, LLC 5251 DTC Parkway, Suite 1090 Greenwood Village, CO 80111 (720) 889-0131 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 30, 2005 ------------------ (Date of Event Which Requires Filing of This Statement) (1) Name of Reporting Person / I.R.S. Identification Number KI Equity Partners II, LLC/87-0740285 (2) Check the appropriate box if may be deemed member of a group (a) N/A (b) Reporting Person disclaims being member of a group relating to Issuer (3) SEC use only ......................... (4) Source of funds (see instructions).... WC (5) Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e).................... N/A (6) Citizenship or place of organization.......................... Delaware Number of shares beneficially owned by Reporting Person with: (7) Sole voting power .................... 7,104,160 (8) Shared voting power .................. 0 (9) Sole dispositive power ............... 7,104,160 (10) Shared dispositive power ............. 0 (11) Aggregate amount beneficially owned by Reporting Person................... 7,104,160 (12) Check if the aggregate amount in Row (11) excludes certain shares (see instructions)......................... N/A (13) Percent of class represented by amount in Row (11).................... 87.50% (14) Type of reporting person (see instructions)......................... OO - Limited Liability Company Item 1. Security and Issuer. (a) Title of Class: Common Stock (b) Name and Address of Issuer: Cyber Merchants Exchange, Inc. 936A Beachland Boulevard, Suite 13 Vero Beach, Florida 32963 (c) Trading Symbol: CMXG Item 2. Identity and Background of the Reporting Entity. (a) Name: KI Equity Partners II, LLC (b) Business Address: 5251 DTC Parkway, Suite 1090 Greenwood Village, CO 80111 (c) Occupation: Institutional Investor (d) Conviction: N/A (e) Civil Proceedings: N/A (f) State of Incorporation: Delaware Item 3. Source and Amount of Funds or Other Consideration. The Reporting Entity, on September 30, 2005 acquired 7,104,160 shares of the Issuer's Common Stock ("Shares") from the Issuer in exchange for a purchase price of $415,000. The funds used for the purchases have been provided from the Reporting Entity's working capital. Item 4. Purpose of Transaction. Reporting Person is making these purchases of Issuer's Common Shares for investment purposes only. The Reporting Person is not a member of a group relating to the Issuer. Other than as described in this Schedule 13D, the Reporting Person is not aware of any plans or proposals which would result in the acquisition by any person of additional securities of Issuer or the disposition of securities of the Issuer; any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; any change in the present board of directors or management of the Issuer, including any place or proposals to change the number or term of directors or to fill any existing vacancies on the Issuer's Board; any material change in the present capitalization or dividend policy of the Issuer; any other material change in the Issuer's business or corporate structure; any changes in Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; causing a class of securities of the Issuer to be delisted from national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to section 12(g)(4) of the Act; or any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer. (a) Aggregate Number and %: 7,104,160 Common Shares representing 87.50% of the total 8,119,040 outstanding Common Shares of the Issuer. (b) Power to Vote or Dispose of Issuer's Shares: 7,104,160 Common Shares, power over which to vote or dispose of resides with the Reporting Person. (c) Transactions Within Prior 60 Days: No transactions have been effected between the Issuer and the Reporting Person beyond those described in Items 3 and 4 specifically and this Schedule 13D generally. Information contained in Items 3 and 4 above is hereby incorporated by reference. Item 6. Contracts, Arrangements, Understanding or Relationships With Respect to Securities of the Issuer. Other than the foregoing, there are no contracts, arrangements, understandings or relationships not described herein. Item 7. Material to be Filed as Exhibits. None Signature After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies he is Timothy J. Keating, the duly authorized and acting manager of the Reporting Person, and that the information set forth in this Schedule 13D is true, complete and correct. Dated: October 4, 2005 /s/ Timothy J. Keating ---------------------- Timothy J. Keating Manager -----END PRIVACY-ENHANCED MESSAGE-----